Lilith (Distribution Only)
by ProjectSonicX9
Summary: Twilight Sparkle, studying in Lunas old library, accidently releases the last of an ancient race: Lilith the Succupony. Can the ponies of this modern era resist the wiles of Lilith, or will a new kingdom of lust and seduction rise?
1. Chapter 1

Distribution only, Story owned by fimfiction user Angelgrace

Distributed by ProjectSonicX9

Enjoy..

* * *

If there was one thing about being a Princess Twilight didn't like, it was the constant demands on her free time. When she was just a student of the Princess, she had managed to fit everything neatly into a schedule, but now that she was herself a Princess, there simply wasn't enough time in the day. Celestia was trying to teach her all she could, but there was a limit to how much even Twilight could learn in any given time. Yet, perhaps because of some prideful streak in her, Twilight refused to take a break until she was satisfied she was making real progress.

It was for this reason Princess Luna had stepped in, saying she, too, had a lesson for the new Princess. Twilight Sparkle had never studied under the Night Princess, and she was a little anxious about what Luna would have in store for her. All her worries had vanished, though, when she saw Lunas surprise.

"Like you, Twilight Sparkle, I have gathered quite a collection of books." Luna had told her, as they arrived at a library near the Everfree forest. "There are many books here that haven't seen the light of day for thousands of years." Luna fixed Twilight with a stare, then, a stare that reminded Twilight that while the moon may not be as bright as the sun, its power was not to be discounted. "I would like you to spend no less than one week here, learning what you can."

"But…my duties! My friends! Celestia wanted to-"

Luna cut off Twilights protests with a single hoof. "I have already arranged things with my sister, Twilight Sparkle. She is in agreement that the education of a Princess must be well rounded, and respects my judgment in this matter." Her eyes sparkled with mirth. "And it is a simple matter to send for your friends, though I'd like you to spend at least one day in solitude."

Of course, she figured out what Lunas plan was not long after she was left alone. Perhaps it was suiting of the moon to not be direct in her plans. Still, Twilight certainly appreciated the time off. Once her friends arrived, Twilight would spend some time with them…and keep up with her studies, of course. Cover story or not, Twilight Sparkle was going to complete the task Luna had laid out for her.

And goodness, there were so many books. Some of them had been penned by Starswirl the Bearded himself! Twilight had just finished a volume on magical plants, and was just about to sink into another heavy when something caught her eye. A door, with the personal Seal of Princess Luna, and it was slightly ajar. Twilight smiled to herself. "Oh, Princess, you're so clever." She murmured, headed through the door.

Around the room, lamps lit with purple flames, revealing rows upon rows of books. From the glances Twilight got of the spines, they seemed to deal mostly in old, old magic, things Twilight would have thought impossible. She stepped over a white line on the floor, approaching a podium on which a book lay, already open. "A spell, but not like any I've ever seen before." She said to herself, scanning the pages "It's structured like a long range teleport, but there's more…" she read the words out loud, feeling the familiar tingle of magic surrounding her as the spell took shape. The magical energy of the spell flowed down her hooves and around the lines of the floor; a magical diagram, she should have guessed. She couldn't turn around and look at the shape, though, the spell was taking all her focus and magic to maintain. But she was almost done, there were just a few more lines, these ones in the old pony tongue. Luckily, she had been studying it with Celestia, so she could pronounce the words, but she didn't know enough to know what it meant. The final words spoken, the magic released with a powerful thrum. Twilight breathed a heavy sigh, her energy drained by the powerful magic. So what had the spell done…? She turned around to examine the magical runes on the floor, and discovered she wasn't alone. There was a pony there, but not like any she had seen. This pony was a deep, deep purple, almost black, which she appeared to be in this dim light. Next to her ears, horns curled up, and her wings were batlike. Her tail was long and ended in a spade, rather than being furry like a normal tail. Then she opened her eyes, and for a moment, Twilight forgot about the other details. They were a glowing red, and they sent a strange warmth through Twilight. No white, no iris, no pupil, just a red glow. The pony blinked, and her eyes became normal, though her irises were still a deep crimson.

"Ooooo, I didn't think anypony would ever come to read that book…mmm…" she said, stretching. "What a looooong nap…" she looked at Twilight Sparkle, grinning. Did she have fangs? What was she? "And you must be the new Princess~ They certainly picked a tasty one this time."

"…how did you know who I am? Who are you, and where did you come from?" Twilight looked back at the book for a moment. It was still just sitting there. The strange pony laughed, almost like a purr.

"You don't know me? You didn't know what the spell did?" she smiled at Twilight, licking her lips. "No, I can see it clearly, you're quite surprised at my appearance. My name is Lilith, my dear. And what is your name, Princess?"

"Twilight Sparkle, and I know now. I just found this book when Princess Luna sent me here to study…" Twilight said, examining this Lilith. There was this way that she carried herself, it was strange and reminded her of…private things. Her cutie mark was a magical circle as well, but she was a Pegasus…of sorts?

"Like what you see, Twilight Sparkle?" her eyes widened slightly, and she hummed. "…your true name…" she whispered, a sly smile crossing her face. "Princess Luna…and Princess Celestia, I presume, still rule then?" she asked, before Twilight could ask about that name thing.

Twilight nodded. "Of course they do. They've ruled for thousands of years…just how long have you been asleep, anyway?" she asked, eyes narrowed. Celestia had ruled since casting out Discord, and several…dark creatures had been banished in a similar manner since then. These books were hundreds, if not thousands of years old themselves. Who knows where Lilith had come from.

"I'll be happy to answer any questions you have, Twilight Sparkle-" Lilith placed a gentle pressure on her name, and Twilight felt an odd shiver go through her "But if you could do me a favor, first. The book on the pedestal, could you turn the page for me?"

Twilight turned in confusion, going back to the book and turning the page. There were more words in the old tongue on that page, though not nearly as many.

"What does it say?" Lilith asked, a note of curiosity in her voice.

Twilight squinted a bit, reading from the page. Once more, magic flowed through the room, though it was much less prominent. Twilight didn't notice as energy dissipated from the magical sigil on the ground, and Lilith grinned darkly.

"It's just another spell…" Twilight said, looking up and nearly jumping back. Lilith had come up behind her. "Gah, don't do that to me!" she said, her heart pounding.

"So it is, Twilight Sparkle…" Lilith said coyly, her tail coming up and stroking the Alicorns chin softly. Her tail was warm and smooth, and sent warm pulses through Twilights body with each pass. She inhaled slowly, licking her lips. "Delicous…so young…"

"What do you mean?" Twilight asked, gathering her magic into her horn just in case. Liliths eyes flashed red again for just a moment, sending a stronger, distracting wave of warmth through Twilights body. Her tail traced down the Alicorns slender frame as her face drew closer to Twilights.

"Don't worry about that. For now, I need to thank you properly for freeing me, Twilight Sparkle." Lilith said coyly. She closed the gap, pressing her lips to Twilights. Twilights eyes widened in surprise, then fluttered closed as a strange warmth flowed over her body, making it hard for her to focus. Her body relaxed as she kissed Lilith deeply, the other pony tasting her eagerly. All the while, her serpentine tail stroked Twilights body lovingly, sending tingles down her body.

It seemed an eternity and all too soon when Lilith pulled her head back, a trail of saliva connecting her mouth to the Princesses for a moment. "Mmm, you really taste good, Twilight. So sweet and innocent, and so full of…magic…" Liliths tail traced around the star on Twilights flank.

Twilight blinked, shaking her head to try and dispel the fog in her mind. What…was going on? She felt amazing, warm and aroused, but it was so hard to think. She looked up at Lilith, and another wave of arousal hit her, hard. Lilith was exotic, and so attractive, she…

"Twilight Sparkle." Lilith said firmly, drawing her attention up to her face. "I think it's time for a change of locale, don't you?" Her tail moved under her chin again, and Twilight nodded, confused. "I guess…but…"

Lilith merely grinned, her eyes glowing a deep red once more, as the sigil on the floor brightened and the room faded, replaced with another one…no, it was a cave, magical runes inscribed on the walls. In the middle of the room was a throne, which Lilith sat on in a strange fashion, hind hooves on the floor and forehooves resting on the side, which had the unusual effect of exposing her pussy. Twilight looked at Lilith in confusion, startled to find her eyes still glowing red. The glow seemed to fill her mind, filling the spaces between the fog, making it all but impossible to think now.

"Don't look up at my face, Twilight Sparkle." Lilith said, her voice echoing in Twilights head as she spoke. The mention of her name sent a strange chill down her spine. "Look down, at what arousal your taste has brought Me."

Twilight lowered her head, looking between Liliths legs. Her pussy was wide open before her, and glistened softly in the low light (dimly, Twilight wondered where that light came from). Just seeing it made her feel warm…needy. Liliths tail wrapped around behind her head, pushing her closer to the honeypot. The scent that came off it was incredible, numbing what little of Twilights mind was aware. Her mouth open all its own, her tongue extending to taste it. It had a warm, sweet taste that sent waves of arousal through her.

"Serve me, Twilight Sparkle, and drink deeply of my pleasure." Lilith said, her voice dripping with lust.

Twilight lowered her head further, placing her mouth over that glorious mound. She ran her tongue over the outside lips, kissing the nub at the top softly. Liliths tail left the back of her head, tracing down her spine as Twilight kept lapping at the warmth, slowly worming her tongue inside the other pony. Sexual fluids flowed freely into her mouth, which she eagerly drank down. As she did, the feelings of arousal and submission to Lilith grew ever stronger.

"Yes, let the feelings of lust flow through you…open yourself to me…" Lilith whispered, as Twilight moved closer, burying her muzzle in her. Her tail stroked over her plot slowly, heightening all the sensations before plunging deep into her pussy. Twilight moaned into Lilith, but the batwinged pony was relentless. Her tail pumped into Twilight, seeming to push deeper with each thrust. As her tail pushed into her pussy, Twilight felt as if Lilith was pushing into her mind, filling her head. Lust flowed freely through her, her body filling with warmth.

"Cum for you Mistress."

It was hard to tell if that was a thought or an order. Maybe it was both. Twilight pressed into Lilith harder, moaning as her body trembled, a powerful orgasm filling her. Liliths tail pushed into her deeper still, and her pussy overflowed with juices which Twilight drank up, bringing the orgasm to new heights. Her tail seemed to absorb Twilights orgasm, and the Alicorn felt a powerful drain as the orgasm continued on impossibly. New thoughts filled her mind

"Let go. Let go of it all. Lose yourself to pleasure, and serve me for eternity."

Twilight Sparkle moaned deeply, pleasure filling her body. There was nothing but that pleasure. Serving Mistress Lilith was pleasure. Her juices, her tail, her body, her pleasure. Nothing else mattered…

Liliths tail continued working Twilight in her endless orgasm, not one drop of juice spilling. Twilights eyes glowed red, and Lilith grinned down at her. The star on Twilights flank faded slowly, appearing on Lilith and absorbing into her skin. On Twilights flanks, a magical circle formed.

Lilith pulled her tail from the Alicorn with a little pop, bringing it up to her mouth and licking it. "Stop."

The Alicorn stopped, looking up at her, eyes still glowing red. Liliths tail caressed her cheek. "What is your name." she said simply.

"I don't have one."


	2. Chapter 2

Story Created By Fimfiction user AngelGrace

Distributed By ProjectSonicX9

Enjoy...

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Lilith looked around the room she was standing in. Red lines traced all around the walls and floors of the room, connected to a beating red core in the middle. The core was beating so slowly, ever so slowly…she remembered when hundreds of cutie marks had decorated these walls, those red lines wrapped around them, feeding her core. But then the Princesses had to interfere, casting her kind out. She was the last Succupony, and she was supposed to have been sealed away forever.

Luckily for her, that wasn't the case. She trotted to the wall behind the core, smiling at the six pointed star. Already, a few red lines were connected to it, yet something was wrong. There could be more, and they should be tighter…She took a closer look at the Cutie Mark, and her smile widened. "I see...this gets more delicious every moment." She licked her lips, closing her eyes.

Lilith opened her eyes again, once more sitting on her throne, looking down at the Alicorn before her. It was a beautiful sight, watching her worship her new Mistress's hooves. Already she was proving to be a wonderful servant…starting from the circle on her flank, tendrils of blackness were beginning to spread. Lilith had never seen such a malleable Alicorn before. "Look at me." She said softly. The Alicorn stopped her ministrations, looking up, eyes glowing red. Lilith smiled at her. "We really must give you a name soon."

"What for, Mistress?" she asked, head tilting inquisitively. Some things just didn't change; even with all she was wrapped up in Lilith, her new servant thirsted for knowledge, and the power it brought. That could be a useful trait...

"Names have power, my dear. When you gave me your name, in such sweet innocence, you gave me a means to begin to shape you. The name I give you will give you purpose and power, as well as further bind you to me." She put her head in a hoof, contemplating the Alicorn. "Mmm, I think I have it. Moonless Night…yes, I believe it suits you."

Moonless Night closed her eyes as the name took hold of her, a strange energy flowing over her. She nodded once at her Mistress. "It's beautiful…may I use it well in your service." She lowered her head again in respect.

Lilith chuckled. "I feel you will. Now, you are to give your name as Midnight. Always remember to hide your true name from everyone except myself." Her tail lifted Midnights chin with a shadow of love on her face. "You are mine, and I won't have others using your name to control you. Now…" she grinned, a look of hunger on her face. "Tell me about your friends."

* * *

 **Canterlot**

 **Six Hours After the Disappearance of Twilight Sparkle**

Princess Luna flinched as Celestia brought her hoof down to clang against the floor. She hadn't seen her sister this furious in…well, one thousand and three years. She would have preferred that time to the news she had brought her sister. It was entirely her fault, of course; she had been entrusted with guarding the relics from the defeat of the succuponies.

"Luna, I still find it hard to believe Twilight could have undone your seal, found the book, prepared the ritual, and cast the spell properly in less than a day." Celestias eyes scanned the younger princess carefully. Luna hated that look, it was like Celestia was trying to penetrate her with a mere gaze and split open her secrets. "A part of me wonders if this was truly an accident…"

It was Lunas turn to put her hoof down. "Sister, I understand your concern, but I would never release Lilith. Even…" her voice softened, a note of shame creeping into her tone. "Even Nightmare Moon knew better than to trifle with her. I am certain when I left Twilight Sparkle, the book was put away, and the seal was intact." She met Celestias probing look without fear, and Celestia nodded.

"I believe you. But this means something far more grim; somepony out there did." Celestia looked to the window, the sun slowly rising into the sky. "I would like to speak to our Agent in Ponyville. No…" she said, holding up a hoof as Luna prepared to reply. "No one knows who the traitor may be. Speak not even their Given Name. I will arrange matters. You, my sister, must rest. We will both need to be prepared if we are to defeat Lilith in time."

Luna bowed deeply, her mane nearly touching the floor. "I promise you, Celestia, I will make this right." She said, vowing it to herself as well. Lilith had been, and still was, her responsibility.

Celestia put a hoof on her shoulder, a reassuring smile on her face. "You have grown so much in such a short time, sister. I fear I don't tell you enough how proud you have made me, these past three years, or how dearly I missed you during the thousand years before."

Luna smiled at her sister. "Thank you, Sister." She nuzzled Celestia before retiring to her quarters, setting the marks of her station down with her magic. It seemed not long ago she and Celestia had helped Twilight into her own Princess Attire, and now who knows what Lilith was doing to the poor pony.

Such things would not avail Twilight now, however. Luna laid down in her bed, eyes closing as she began to drift into the realm of dreams.

She awoke in the depths of Tartarus. She had come here often, to check on the dark creatures she and her sister had cast down, as well as the seals placed to secure them, but it still gave her a chill down her spine. She walked along the path slowly, fully aware it was a dream but content to allow it to unfold as it was meant to. A towering castle soon came into view, and she entered it, the red carpet leading her directly to the throne room.

Sitting on that throne was Lilith, who smiled at her. "Princess Luna. How nice of you to grace my dreamscape." She said, her tail waving idly.

"Lilith." Luna replied evenly. She had to keep her emotions in check when dealing with Lilith, she was a dangerous foe, and a single mistake could be costly. "What have you done with Twilight Sparkle?"

"Oh, Luna, always business, aren't we?" Lilith said with a mock sigh. "We haven't seen each other in hundreds…thousands of years, really, and the first thing you want to know about is your sisters student?"

Luna held her ground "I do not have time for these games. Return Princess Twilight to her rightful place, and I will show you mercy."

"She is in her rightful place, Luna…and don't think for one moment that just because this is a dreamscape you hold all the cards." Her eyes glowed red, and a leash formed around Lunas neck, pulling her closer to Lilith. "I always preferred you to your sister, Luna. You have an appreciation for the finer things in life that she lacks…"

Luna pulled her head back, horn glowing, causing the leash to fade. "I am older and wiser than when we last met, Lilith." She countered, eyes narrowed. "I am not so easily manipulated."

Lilith chuckled at that, her tail caressing Lunas neck softly. "Oh, I disagree, Luna…you're already gazing deeply into my eyes, and so falling under my spell."

It was true; in her indignation, Luna had forgotten not to gaze into the eyes of a Succupony when they were alight. Those eyes pulled at her deeply, and her body moved of its own accord, closer to Lilith, who was licking her lips like she was about to tear into a sweet feast. Liliths hooves took hold of Luna, ensuring that she kept looking deeply into her eyes.

"Just relax, Luna…I won't hurt you. Slip deep now…" Lunas entire body relaxed as her eyes glazed over. Lilith smiled and let go of her, kissing her then leaning over to whisper in her ear. "Good girl. Feels good to submit to me, doesn't it?"

Luna nodded slowly, Liliths words floating in her head. It was nice to submit, to allow Lilith to stroke her gently. She had missed…no…she couldn't give in. She had to break free of the spell. Her horn flickered again as her thoughts collected, her heart sinking as she pushed back. She didn't want to fight, but she had to, for her sister.

Lilith didn't seem troubled by Lunas resurge of resistance, merely kissing her neck again. "This is why I love playing with you, Luna…you're soo good at denying what you really desire…" she pulled her head back, looking over the Princess. "I don't think you should tell your sister about this. Wouldn't want to worry Celestia, no?" she grinned slyly.

Luna shook her head. No, Celestia would only get the wrong impression from this. Luna had proven capable of fighting of Liliths influence, so there was no need to drag her sister into it when she already had so much on her plate. Lilith patted her head. "Goooood…" she whispered, as the dream faded.

Lilith awoke in her room, smiling. After all these years, Luna was still the same mare. She couldn't deny her strength; she was the Incarnation of the Moon after all, but Lilith knew how to press her buttons, awaken the feelings all Alicorns learned to suppress. In time, Luna would kneel to her, and her sister soon after.

For now, though, she had a task to set about. She looked to her side, where Midnight was laying next to her, and stroked her head. She had grand plans for her first follower, and Celestia herself wasn't going to get in the way of her work. She stood up, stretching. "Be back soon, dearie." She assured the sleeping mare, heading out.

Meanwhile, in Canterlot, the sun began to go down, and Luna awoke slowly, her body flushed. Lilith must have grown quite powerful to affect her dreams, but in the end, it was a dream. Luna sometimes had a hard time remembering that dreams and reality don't truly intersect.

The night would soon be beginning, and Luna hadn't even set the first stars in the sky. She had a lot to do to catch up, and so she began to brush her mane. After a few moments, though, she paused, lifting it up and turning her head.

There was a small red heart on the side of her neck…

* * *

Luna moved down the hallways of Canterlot, on edge. The wards were in place, of course, as they always were. Nopony could teleport in here, not even Lilith, so the Princesses (At least, two of them) were safe, as well as the guard. She'd have to send a note to Cadence to ensure that the wards of the Crystal Empire were in place. She didn't expect Lilith to expand there until she had Ponyville wrapped around her hoof, but one could never be too careful.

How had Lilith done it? To take Luna in her realm, in a dream, while she slept in Canterlot? Evidently, the succupony was stronger than she had given her credit for. Hopefully it wasn't too late to save Twilight…judging by the skill Lilith had shown in the dream, she hadn't lost her edge. Luna found her mind slipping back to that dream, how real Lilith had felt against her.

Voices snapped her out of her trance; she had passed in front of the throne room doors, which were tightly closed. She pressed her ear against the door, wondering why she felt she had to sneak around in the castle rather than be a part of this discussion

"Oh, I quite agree." Celestia's agent must have arrived, and the two of them were discussing strategy. Such a clever mare this one was. "We must be quite careful. I'll signal them right away! The sooner the Elements are safe, the better!" There was a rattling of hooves, and the back door opened. Luna moved away as the grand doors opened as well.

"Sister, what are you doing up so late?" Luna asked, entering the throne room. Celestia smiled at Luna.

"Just preparing. Time is not our ally in this, Luna. The Elements of Harmony will be arriving here soon, could you ensure they are taken care of and briefed on the situation?"

Luna could always tell when her sister was hiding something from her, and this time, she could guess what Celestia wasn't saying. She wanted her to stay in Canterlot. She knew that Luna had been targeted by Lilith, and feared her sister would fall to the succupony's wiles.

"Very well." was all the Princess of the Moon said, bowing her head slightly. "I will see to it personally." She touched her necklace, well aware of the mark that it hid. She would not be so weak.

A beacon of light cut across Ponyville, a brilliant star shining in the sky from Canterlot. Pinkie Pie jumped out of bed instantly, landing on the first floor. "Oh boy! We're being called to Canterlot! I wonder if it's some icky monster, or crazy pony, or maybe Twi just wants to throw us a huge party!" she was out the door, still running through the possibilities out loud.

At Sweet Apple Acres, Applejack cantered out of the house. "Wha' could be so important that it could wait until morning?" she wondered, yawning loudly. Winona came up to her, hat in her teeth. "Well, I guess I better get up there and find out, eh?" she asked, tipping it up to her head.

Above her, a rainbow streaked by, heading for the regal castle. Rainbow Dash had seen the star the moment it appeared, and had headed towards Canterlot without a moments delay. If her friends needed her help, she would be there in no time at all.

On the edge of Everfree Forest, another set of eyes noticed the star. "Quick as ever, Princess." Lilith whispered, eyes glowing a soft red. The windows of the cottage before her blacked out, and her tail wrapped around the handle, pulling the door open silently. She stepped into Fluttershy's home, closing the door behind her. Her hoofsteps were as silent as if she were walking on wool instead of hard wood, and she stopped before the yellow ponies bed. "Oh, Fluttershy…" she said, her tail stroking the mares face soothingly. Fluttershy turned in her sleep, and Lilith pressed her lips to the mares, kissing her deeply.

Her eyes opened slowly, to see a strange pony standing over her…kissing her. Normally, such a sight would bring Fluttershy panic, but for some odd reason, she couldn't even think to worry. Perhaps she was still asleep, and this was a mere dream. It was a nice dream, though, a warm one. The horned pony licked her lips as the kiss parted, her eyes glowing an inviting red.

"Fluttershy." She said, her voice dripping with unbridled lust, "Accept my gift, my love." With that, she pressed herself against Fluttershy again, warmth radiating from her as she pulled Fluttershy into another kiss. Fluttershy kissed her back deeply, her mind still a haze. Who was this pony and how did she know her name? She didn't care, all she wanted was for this kiss to go on forever.

The new mare climbed on top of her without breaking the kiss, her warm body covering Fluttershy's and making her whole body alight with arousal. Her breath was heavy as the mares tail traced over her body, sending little sparks of pleasure through her. By this point, Fluttershy was kissing her back, not shyly at all, but lovingly.

The mare smiled down at her, eyes still shimmering red as her tail found her warm, moist lower lips, slipping inside effortlessly. Slowly, but with increasing force, she began to pump the tail in and out of her. With each movement, a little squeak escaped the prone mare, her body filling up with more pleasure than she had ever known. "A-ah, please…" she gasped, between kisses, and the pony only smiled wider, her eyes having an almost hungry look as she pushed in deeper, that tail seeming to fill Fluttershy.

"Yes…" the strange pony whispered "Embrace the feelings of lust. Let them consume you." The heat mounted inside of Fluttershy, building upon itself until her whole body was trembling. Just when Fluttershy felt like she might burst, the pony lifted herself slightly, leaving Fluttershy panting for breath. The strange mare moved her head to the side, whispering in Fluttershy's ear.

"You may cum, and in so doing, become mine…"

In one smooth motion, the pony dropped unto her again, her tail pushing in powerfully. Fluttershy gasped out, the breath turning into a low moan as her body shook with pleasure. That tail kept pushing inside her, deeper and deeper, pulling more pleasure from Fluttershys core until it consumed her, flowing freely with her fluids. Her cutie mark faded slowly, replaced with a familiar magical circle, and the mare above her let out a short, lustful laugh as the mark appeared on her own flank, only to be absorbed a moment later.

She fell back on the bed, spent, her eyes glowing a soft red. Her Mistress's face appeared above her. "Time to come home, my servant." She whispered, a magical glow filling the room. The exhausted Pegasus looked up at her, her expression filled with desire and submission for her new owner. The pony smiled almost lovingly, her tail stroking her cheek and leaving a faint line of her own sexual juice as the room faded from view.

Some time later, Lilith walked through the room filled with red lines once more, smiling as she approached the wall. Three butterflies now sat upon it, red and purple lines wrapping around them, fused with the cutie mark. She put her hoof against it, feeling its presence. This was the way it was supposed to be. Fluttershy's essence belonged to her…nay, was a part of her now. Evidently, whatever force had kept her from claiming Twilight fully didn't extend to her friends. No, it was clear she would have no trouble bringing other ponies into the fold. With their essences feeding hers, she would be able to take Twilight's.

Indeed, as she turned to look at the other mark, she could see that a few of the red and purple tendrils had found purchase on the sixpointed star "Four more, and two Incarnations, to go." She said, her eyes glimmering. "Then no one can stop the return of the Succuponies…"


End file.
